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TransDigm Group INC Director's Dealing 2011

Feb 15, 2011

29928_dirs_2011-02-15_e4a84dc6-645d-4a98-81d4-53d13cc59d75.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TransDigm Group INC (TDG)
CIK: 0001260221
Period of Report: 2011-02-11

Reporting Person: Howley W Nicholas (Director, Chief Executive Officer)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2011-02-11 Common Stock M 52700 $6.68 Acquired 52700 Direct
2011-02-11 Common Stock S 52700 $81.4009 Disposed 0 Direct
2011-02-14 Common Stock M 8234 $6.68 Acquired 8234 Direct
2011-02-14 Common Stock S 8234 $81.3826 Disposed 0 Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2011-02-11 Stock Option $6.68 M 52700 Disposed 2013-08-05 Common Stock (52700) Direct
2011-02-14 Stock Option $6.68 M 8234 Disposed 2013-08-05 Common Stock (8234) Direct

Footnotes

F1: Price reported constitutes the average weighted price of shares sold. Shares were sold at varying prices in the range of $81.00 - $81.58. The reporting person hereby undertakes, upon request of the Commission, the issuer or a security holder of the issuer, to provide full information regarding the number of shares sold at each separate price.

F2: Price reported constitutes the average weighted price of shares sold. Shares were sold at varying prices in the range of $81.12 - $81.3826. The reporting person hereby undertakes, upon request of the Commission, the issuer or a security holder of the issuer, to provide full information regarding the number of shares sold at each separate price.